Private Limited Company Registration Cost in India (2026): Government Fees, Stamp Duty and What Else You Pay
- The MCA form fee for SPICe+ incorporation is nil when authorised capital is up to ₹15 lakh — most of the cost is stamp duty, digital signatures and the professional fee.
- For two directors and ₹1 lakh authorised capital in Delhi, statutory outgo (DSC + name + stamp duty + PAN/TAN) is roughly ₹3,000–4,000.
- Budget for the first year too: commencement filing, first auditor, annual returns and audit are recurring costs that quotes for “registration” rarely include.
Registering a private limited company in India is cheaper than most first-time founders expect at the government end and more expensive than they expect over the first year. The Ministry of Corporate Affairs (MCA) charges no form fee for SPICe+ incorporation when authorised capital is up to ₹15 lakh. What you actually pay is stamp duty (which depends on your state), digital signature certificates, PAN/TAN issuance and a professional fee. This guide breaks every rupee down so you can compare quotes properly and avoid paying twice for things that are free.
The cost components, one by one
| Item | Who charges | Typical amount (2026) | Notes |
|---|---|---|---|
| Digital Signature Certificate (DSC), Class 3 | Licensed certifying authority | ₹800–1,500 per director (2-year validity) | Every subscriber and director needs one to sign SPICe+ |
| Name reservation (SPICe+ Part A) | MCA | ₹1,000 | Two names per application; one resubmission allowed |
| SPICe+ Part B form fee | MCA | Nil up to ₹15 lakh authorised capital | Slab fee applies above ₹15 lakh |
| e-MOA and e-AOA form fee | MCA | Nil up to ₹15 lakh authorised capital | Charged on higher capital |
| Stamp duty on SPICe+, MOA and AOA | State government (collected by MCA) | Varies by state; Delhi ≈ ₹360 for ₹1 lakh capital | AOA duty is usually a percentage of authorised capital |
| PAN and TAN | Income-tax department (via SPICe+) | ≈ ₹131 combined | Allotted automatically with the certificate |
| DIN for up to 3 directors | MCA | Nil inside SPICe+ | Separate DIR-3 costs ₹500 later |
| Professional fee | Your CA / CS | See the KyaTax company page | Quoted exclusive of GST, government fees, DSC and out-of-pocket expenses at actuals |
Worked example: two directors, ₹1 lakh capital, Delhi
Take the most common startup configuration — two founder-directors, registered office in Delhi, authorised and paid-up capital of ₹1,00,000.
- Two Class 3 DSCs at ₹1,000 each: ₹2,000
- SPICe+ Part A name reservation: ₹1,000
- SPICe+ Part B, e-MOA, e-AOA form fees (capital ≤ ₹15 lakh): ₹0
- Stamp duty in Delhi — SPICe+ ₹10, MOA ₹200, AOA at 0.15% of ₹1,00,000 = ₹150: ₹360
- PAN ₹66 + TAN ₹65: ₹131
Statutory and DSC outgo: about ₹3,491. Add the professional fee and GST on it, and you have your all-in figure. If a quote is far below the statutory floor above, something is being skipped — usually the DSCs, which then appear as a “surprise” later.
How authorised capital changes the bill
Stamp duty on the Articles is charged as a percentage of authorised capital in most states, and the MCA fee kicks in above ₹15 lakh. Founders sometimes set ₹10 lakh or ₹25 lakh authorised capital “to look bigger”. That is a mistake: with ₹25 lakh capital in Delhi the AOA duty alone is ₹3,750 and the MCA slab fee starts applying, while the company gains nothing operationally. Register with what you will actually subscribe (₹1 lakh is fine) and raise it later with form SH-7 when an investor round is signed — the fee then is a business expense of a funded company, not a founder's pocket.
State-wise stamp duty: why two quotes for the same company differ
Stamp duty is a state subject. Delhi, Maharashtra, Karnataka, Gujarat, Punjab and others each have their own schedule for the MOA, the AOA and the incorporation form. Some states charge a flat amount on the MOA and a percentage of capital on the AOA with minimums and caps; a few have noticeably higher minimums. Two identical companies registered in different states can therefore differ by a few hundred to a few thousand rupees. Ask your consultant to show the stamp-duty line for your state rather than accepting a national average.
The costs that come after the certificate
“Registration cost” quotes stop at the Certificate of Incorporation. The company then has statutory obligations with their own fees:
- INC-20A (commencement of business) within 180 days — small form fee, but the ₹50,000 penalty for not filing dwarfs it.
- First auditor within 30 days of incorporation; annual statutory audit is mandatory for every company regardless of turnover.
- AOC-4 and MGT-7/MGT-7A every year — form fees are small (₹200–600 depending on capital), additional fees for delay are ₹100 per day per form.
- DIR-3 KYC for each director every year by 30 September — free on time, ₹5,000 if late.
- GST registration if you cross the threshold or sell inter-state/online — no government fee.
- Bookkeeping, TDS returns and income-tax return — recurring professional costs.
A realistic first-year budget for a small private limited company is the registration cost plus an annual compliance package; treat the two together when you compare with an LLP or a proprietorship. If you want a structured quote for the whole first year rather than a registration-only number, the Company Registration page lists the packages with the statutory items included and what is charged at actuals.
Common mistakes that inflate the cost
- Paying for DIN separately. Up to three directors get DIN inside SPICe+ at no extra fee. A separate DIR-3 is only needed for a fourth director or someone joining later.
- Two name attempts wasted. Each Part A application allows one resubmission. A second rejection means a fresh ₹1,000 and a fresh 20-day clock. Run an MCA and trademark search before you apply.
- Buying DSC from an unlicensed reseller. Only certificates from CCA-licensed certifying authorities work on the MCA portal; cheap “offers” that fail at signing cost you the fee twice.
- Setting high authorised capital. Stamp duty scales with it and there is no benefit until you actually issue shares.
- Ignoring the first-year compliance line. The ₹50,000 INC-20A penalty and ₹100-per-day annual-filing additional fees are the two costs that most often turn a cheap registration into an expensive company.
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Open Company Registration →Frequently asked questions
Is there any government fee for registering a private limited company?
The MCA form fee for SPICe+, e-MOA and e-AOA is nil when authorised capital is up to ₹15 lakh. You still pay state stamp duty, ₹1,000 for name reservation and about ₹131 for PAN and TAN.
How much stamp duty is payable on company incorporation?
It depends on the state of the registered office. Delhi charges about ₹360 for a ₹1 lakh capital company (₹10 on SPICe+, ₹200 on MOA and 0.15% of authorised capital on AOA). Other states have their own schedules with minimums and caps.
Does the professional fee include GST and government fees?
Professional fees are quoted exclusive of GST, government and statutory fees, DSC charges and out-of-pocket expenses, which are billed at actuals. Always ask for the split before comparing quotes.
What is the minimum capital required for a private limited company in 2026?
There is no statutory minimum paid-up capital since 2015. Most startups register with ₹1 lakh authorised capital and raise it later through SH-7 when needed.
General information for FY 2026-27, not professional advice for your specific case. Rules change — verify against the latest notification or ask a KyaTax expert.
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